Spider-Girl: The Spider's Bite
by Heart of the dagger
Summary: May Parker is an ordinary 20-something year old until a familiar evil entity picks her out for a vicious experiment. Will she be able to overcome the odds? FIND OUT RIGHT NOW! And make sure to keep an eye out for a friendly face that just might pop in to wish her luck.
1. Chapter 1

SPIDER-GIRL

Chapter 1:

Rise of Vengeance

A certain jet-black convertible raced through the streets of Forest Hills, Queens, New York. With the top down, "Paradise City" blasted out into the early evening air, shaking the car with the bass, and volume, turned all the way up. Crooning along with the lyrics, May "Mayday" Parker's short, black hair blows in the wind.

Coming home after gymnastics practice, this was how she relaxed. Being head and shoulders above the rest of her class, while being deliberately held back, was exhausting. Even after winning multiple medals, trophies, and accolades, respect from her peers and teacher had not come easily. It was safe to say that jealousy was the overriding factor.

Worse yet, it was the only way for her to maintain her level of athleticism after being booted from college basketball team. Apparently, the powers that be decided it was unfair to the other teams to have her play as a starter, so she was shoved down to the bench warmer position.

With an awkward sense of comforting, the coach coaxed her to just quit the team and go else where.

So she did.

Not long after, she fell into a gymnastics school, and absolutely loved it. Best part being, it wasn't too far from school, and about 30 minutes from home. She had been warmly received by the staff, and the other students, yet how quickly that faded.

It didn't faze her. She was the best thing that ever happened to that place. She loved every minute of it. That was all that mattered to her. She had played the part of the eager student. That was enough.

Pulling up in the driveway of the tasteful, white, suburban home belonging to her parents. It had belonged to her great-aunt May, until she passed away. In the will, it was left to her father, Peter, and his wife, Mary-Jane.

Putting the top up, she turned the car off. With a smile, and a deep breath, she jumps out, grabbing the gym back in the passenger seat, and bounds for the front door.

She enters just in time for dinner.

"Hey, sweetheart!"

"Hey, mom! Hi, dad."

She plops into a chair, and helps herself to a heaping scoop of salad. Peter passes the basket of bread, and they each take a slice.

"How was practice, May?"

"Same old, same old, dad. Those girls...I think they're getting worse."

"What do you mean?"

"We got regionals coming up. Safe to say that the pressure is getting to them. The cattiness was already bad enough, but now it's being taken to a whole new level."

"Don't let them get to you, May. You'll do great as always."

"Thanks, dad. And no worries: I got this. If they want to be jealous, I'll give them a reason to."

"Don't be like that. You don't want to be a sore winner."

"I guess. How was your day, dad?"

"It was good. Me and your uncle Phil finally cracked the case regarding who rented out the new building downtown."

"Who was it?"

"The Umbrella Corporation."

May practically choked on her bread.

"WHAT?!"

"Yeah."

"Oh my God...the campus isn't going to be too happy about this."

For the past few months, the New York rumor mill had it that Umbrella was setting up it's brand new headquarters in the new Crystal Building in lower Manhattan. Lowes University was spearheading an initiative to head off the effort. Deemed a maniacal, fringe group by the media, public opinion about the subject was firmly against the group.

No one would believe that the world's largest pharmaceutical company, that has a 10 mile long track record of saving lives, would leave their home of Raccoon City to move to New York.

But apparently, that's exactly what happened.

After a severe financial meltdown, exasperated by the 2008 depression, they plunged into bankruptcy. After a tumultuous restructuring, and a federal bailout to the tune of 2 trillion dollars, they disappeared off the radar.

Then the rumors began circulating.

A new CEO.

A new headquarters.

A resurgence of Umbrella.

Public opinion of Umbrella itself ranged from "unsure" to "distrustful" and other sorts of negative emotions. May knew that it was this kind of opinion she had to take advantage of. Even though Umbrella put out top-of-the-line products, it also wielded a lot of market and political influence.

May knew she had her work cut out for her.

Driving Umbrella out of New York became her number one goal.

She stampeded upstairs, digging out her iPhone X. With it sandwiched between her shoulder and ear, she slammed the door shut, sat down at her laptop, and powered it up. Firing up Photoshop, she furiously tapped away at her keyboard.

"_Hey, May! What's up?_"

"I'm calling for an emergency meeting tomorrow after school."

"_What's going on?_"

"Umbrella's on the move."

"_Roger that. I'll start making phone calls._"

"Thanks, Michelle, you're awesome."

The next morning, with binders in hand, May walked up to the campus' main entrance. Out of the corner of her eye, she spied another girl trying to ask others for directions; an unsuccessful attempt as the group of boys laugh her off.

The stranger throws up her hands in frustration, and slumps down on a low brick wall. She unslings her book bag, then plops it on the ground. She glumly looks at the ground, as if it held all the answers.

Feeling pity for "the new girl", May checked to make sure she wouldn't be late, an hour to spare, she approached the girl.

"You look like you're lost."

""I just transferred here! I don't know where anything is!"

"Here...let me see your schedule."

The girl hands over a folded piece of paper. May quickly scanned it for a name.

" 'Alaine Hart'?"

"Yeah?"

"May Parker. Nice to meet you."

"My pleasure."

"So you have Mr. Josenberg for Basic Human Anatomy 1?"

"I don't know what I want for my major, but something in the medical field, for sure."

"Cool. I got an hour to kill, come on. I'll take you to your class."

"Thanks. I really appreciate it."

The girls enter the school. Featuring the best in futuristic, almost post-modern, architecture, it was designed specifically to be something out of a sci-fi movie. Originally intended to be a school for the arts, it ended up evolving into a weird hybrid of a business school, and med school instead.

No one was complaining though. As far as May was concerned, there were way more than enough art schools to choose from. She knew enough to say that this school was getting much-needed doctors and nurses into hospitals and other primary care facilities.

"Where are you from?"

"Angel Grove, California."

"That's a nice place."

"Ever been?"

"Sometimes. Mostly when my dad has to go out there for business."

"What kind of business?"

"He's a detective for the local police department. He travels for conventions, think tanks, things of that nature."

"Sounds like fun."

"It is. Let me ask you: are the stories of the monster attacks true?"

Alaine stopped walking, staring hard into May's eyes.

"Excuse me?"

"Are they?"

"You mean you don't know?"

"Don't blame me. As far as I know, your city suffers a lot of bioweapon-related accidents. I can only go by what's on YourFaceSpace."

They start walking again.

"What BS. The Rangers are out there putting their lives on the line to defend Earth and it seems no one knows about it. Terrific."

"I'm sorry. I didn't mean to offend you."

"No, it's OK. It's not your fault. It's just frustrating, that's all; dealing with MSM."

"Believe me, I know." May shows Alaine her badge she made displaying how she's president of the Anti-Umbrella group.

"Oh, yeah, I heard about this."

"We got a meeting after school today. You're welcome to join, and sit in if you want."

"Oh, cool. I just might."

"Sweet! I'll meet you after class-" They arrive at a pair of oak double doors. "-and don't worry. Mr. Josenberg is awesome...or so I've heard."

"Thank you so much. I appreciate it."

Alaine ducks in, and finds a seat in the crowded auditorium.

At the meeting, in conference room B, the 4 dozen students, and Alaine of course, raptly listen to May hold forth about why the battle with Umbrella is only just beginning.

"Today's protest will send a message to that shining star of Corporatocracy, and the masses, that we are NOT OK with this! We have fought too long and hard to keep Umbrella out of our city only to be defeated last minute by backdoor, underhanded, cloak-and-dagger deals. We have one chance. We need to make it count. To everyone who has the regular assignments, do you have your posters, signs, banners, and talking points from past rallies?"

A random guy raises his hand.

"Yes, Jason?"

"I have my stuff, but it's at my apartment. I'll have to run to go get it."

Several of the other students nod in agreement.

"That's OK. This protest won't start until 4:30 so you all have time to organize."

"OK, thanks."

"No problem."

"Any other questions, comments, suggestions?"

Silence.

"Alright, break! See you all later!"

The meeting breaks up. Everyone goes their separate directions. Alaine conspicuously taking her time packing up her book bag. She wears the face of someone conflicted.

"Hey."

"Great speech, May. Really."

"Heh...I try. Thanks. You OK?"

"Um..yeah. Why?"

May gives her a knowing look.

"It's just..."

May sits down in one of the empty desks.

"It's just that Umbrella saved my mother's life. She has a terminal disease that's going to kill her, but thanks to them they were able to prolong her life, and ease some of the pain. To be honest, I know about all the BS Umbrella pulls. I'm certainly no fan. I don't know..."

"I am sorry to hear that about your mom. If you don't want to go, that's fine. I would totally understand."

"I have to think about it. Besides, I have homework and past due admissions paperwork to do."

"Oh ok. I think that's more important." May smiles at her.

"I'll let you know, OK? Can I have your number?"

"Oh, sure."

The girls dig out their iPhone X's and swap numbers.

"I just got a crazy idea!"

"Oh yeah? What?"

"I just moved into student housing, and I don't have any roommates yet, so...would you be interested in hanging out tonight? I got the TV, an old blu-ray player, and an Xbox Zoom. What do you think?"

"Sure! After the protest, I'll just have to run home and pack a bag. I got gymnastics after school tomorrow."

"Great!"

"Let me know if you can make to the protest or not, OK"?

"Will do."

At the protest, the fairly large group held forth on the commons just outside Umbrella headquarters. With various signs, and creative chants, they attracted the attention of the local media, as well as drawing a huge crowd.

Given a few heated verbal altercations, it had been a largely peaceful rally. Sitting at a table covered in pamphlets, brochures, other literature, and small items, May tapped away at her iPhone, sending/receiving texts, and making phone calls.

Finally, her phone buzzed with a voice text.

"WILL BE THERE SHORTLY."

High above the rally, in the monolithic skyscraper, a man in a jet black suit, decked out in sunglasses no less, watches from the imposing glass panes. After a couple minutes of bemusement, he sits in an overstuffed chair, spins it around, and faces a scientist staring back at him.

"Are you sure it's safe to proceed, doctor?" The man speaks with a smooth, borderline gravelly voice.

"Based on all available data gathered from the past experiments, yes. I have isolated all possible variables. There will be no mistakes this time."

"Spencer is growing tired of bankrolling this project of yours, doctor. He demands results...and so do I."

"I understand that. But despite all our advancements, we still need the perfect specimen."

"You believe it's this...girl?"

"There is no other athlete more decorated than her. We pass her up, we may as well shut down the project."

"Parker's daughter..." The man rises again, staring out the window at the New York skyline. "You have one last chance doctor. There can be no mistakes this time. See to it."

"Yes, sir."

Back on the ground, May looks around, with a troubling look on her face. There's a light, chilly breeze. Alaine returns from passing out sheets plastered with facts regarding Umbrella's shady past.

"Hey. You OK?"

"Yeah...just got a funny feeling..."

"Well...you got an awesome turn out. Everyone's here, and people have been genuinely curious."

"Hehe...yes. Thanks."

"Hey, no problem. You're sleeping over, right?"

"Wouldn't miss it!"

That evening, after the protest, the girls drive back to May's place to drop off the left over materials, as well as to pick up a hastily packed suitcase. They get back to Alaine's place. The door swings open, revealing a beautiful studio apartment!

"Oh!...WOW!"

"I know, right? A little gift from my parents. You can have the bed, the couch, or the very comfortable recliner. The refrigerator and cabinets are fully stocked, so feel free to help yourself. The walls are practically soundproof, so enjoy the TV all night long if you want."

"Thanks."

"Hey, no problem."

That night as the girls slept soundly, May in the overstuffed recliner under a thermal blanket, and Alaine in her bed, a sniper atop the facing highrise scopes out the situation.

"I have her. She's on the recliner in the northwest corner of the living room."

"_And the other_?"

"In the bedroom at the opposite end."

"_Roger that. Silver team, ready?"_

"_Yes, sir."_

"_Thunder team, ready?"_

"_Yes, sir."_

"_Let's do this."_

Sleep peacefully one minute, then bolting upright the next, May darted her eyes around. She broke out into a cold sweat as an unwarranted sense of danger throbbed in the back of her head, spreading down her neck to her shoulders.

Darkness there.

And nothing more.

Suddenly, the front door exploded off its hinges as 6 heavily armed, and armored, men in black streamed in, taking up defensive positions.

"We have the target."

"_We need her alive!"_

"Roger that."

Alaine runs out of her bedroom. She instantly springs into action, attempting a flying kick to the face of one of the soldiers. With a quickness belying his size, he catches her in the air, and slams her to the floor.

"Secure the package! We're leaving!"

2 of the men restrain May, despite her best efforts, putting her in handcuffs, and ankle cuffs. One of them, ID'd only by the 4 on his helmet, picks her up one-handed, and nearly wrenches her shoulders out of place.

Alaine gets back up for another round. The same guy takes out a baton, then violently cracks her across the back of the knees. She goes down without effort, but not before ripping a patch off his arm.

"We need to move. Wesker isn't going to be happy about this."

The men retreat back out the door. 2 minutes later, a large black chopper flies over the city into the distance, disappearing among the stars.

Alaine furiously pounds on the front door of the Parker residence.

"COME ON! OPEN THE DAMN DOOR!"

A few more heavy thumps later, and a clearly aggravated Peter Parker opens the door.

"Do you have any idea what time it is?!"

"They took her!"

"What? What are you talking about?"

"Who is it, tiger?"

"May's friend."

"Oh? Is everything OK?"

"No! Some guys broke into my apartment and took her!"

Minutes later, Alaine's leg is up on a chair wrapped in a towel and ice pack. Her knee badly damaged, but not enough to be broken. Either way, she wouldn't be walking for a while. She laid out the patch on the table.

The stark red and white logo had a small black "W" in one of the white spokes.

Peter sits slumped over in the opposite chair, like a heavy weight weighed on his shoulders.

"I was afraid this was going to happen."

"What was going to happen?"

"See that 'W'?"

"Yeah?"

"Wesker. He's the top official at Umbrella, and the leader of our biological research division. We had been working on an experiment to regrow lost limbs. But something happened. At one point, he found a way to fuse human DNA with that of a spider's. It would have given the subject enhanced strength and reflexes. Unfortunately, our test subjects had to be of an extremely high caliber."

Peter lays his hands flat on the table. As if ready to reveal a deep, dark secret.

"Wesker was ready to go ahead with human testing. I was against it. It came down to one man: Ozwall E. Spencer. The original founder of Umbrella, and the man funding our experiments. His order came down to go ahead. I opted out. Too bad that didn't sit well with Ozwall. One thing you must understand, Alaine, is that we were forced to relocate here. In a completely off-the-record incident Wesker swore he would have his revenge."

"Revenge? How?!"

"I don't know. Right before we left Raccoon City, May's older sister, Rose, was driving home from work, when her car swerved off the road, through a guardrail, into oncoming traffic. Safe to say there wasn't enough of her body to ID her."

"A hit? Is that what that was?"

"I don't know. All I know is...now that Umbrella has May...there's no telling what they're going to do to her."

Caught in the middle of a swirling black hurricane, May turned every which way trying to get her bearings. In the howling dark, a mysterious hairy creature, with multiple arms and eyes approached on her right. An tar-like liquid creature on her left. They both circled her, hungry, looking to devour. With a yell, both entities grabbed at her arms and pulled!

With the horrifying sensation of being ripped in half, she shrieked in pain!

She woke up screaming on a hospital bed. Sitting up, she is terrified at the sight of multiple IV lines sticking out of her arms, a thick, dark purple syrupy liquid flowing through them. Various machines beep in accordance to their programming, which shuts them off on the patient walking up from the anesthetic.

With yelps of pain, she rips out the IV's one at a time. Trying to get off the bed, she feels something pulling at her scalp. With shaking hands, she reaches up to find another line going right into her temple. Sucking in a deep breath, she takes a hold of it.

Gingerly extracting it, this wasn't a usual IV. But rather, 2 small needles long enough to pierce her skull, and go into her brain.

She swings her legs over the edge, trying to stand. She flops to the cold, tiled floor, not feeling in control of her limbs.

A door in one corner slides open, and an older scientist walks in.

"Ah...awake already, I see."

Chock full of anger and rage, she glared at the older gentleman while still struggling to get to her feet.

"The strong silent type? That's fine. My name is doctor William Birkin. Might want to go easy there. You will regain control of your body soon; it's just a temporary side effect."

By now May was strong enough to prop herself up on her bed. A familiar throbbing began at the back of her head.

"What the hell did you inject me with?!"

"An experimental serum. Only this, and nothing more."

"What did you do to me?"

"Effect the next step in human evolution."

May staggered towards Birkin, her breathing unsteady, pulse and blood pressure highly elevated. Behind the 2-way mirror, scientists surrounded by an array of equipment take notes of what's going on and her vitals.

"This isn't good."

"Ready the troops."

"Got it."

Back in the room, Birkin stands mesmerized by a successful experiment.

"You are absolutely beautiful. If this works...you will be more than I ever could have hoped for. With you by my side, I will finally be able to wrest control of this company from that fool Wesker, and a dying old man."

"I am no pawn!"

"I own you! I control you!"

"You son of a-!"

She lashes out, delivering a vicious right hook!

He spins around, and plasters up against the wall before slumping to the floor.

The door whispers open again, this time 6 Umbrella troopers armed with rifles run in.

"Ready tranqs!"

"Ready!"

"Fire!"

In slow motion, May sees the darts flying at her. She's able to count them, take note of how the light bounces off the intimidating metal tips, and even see the clear liquid slosh around inside.

Moving faster than she ever could have predicted, or known she could, May back flipped avoiding the darts as they impacted on the back wall. She blinked to see herself stuck to the ceiling!

"Whoa! Didn't know I could do that!"

"Take her down now!"

Another flurry of darts, another dodge, now she's in their midst. With a flurry of punches, kicks, and a throw for a flashy finish, she had KO'd all the guards.

More guards came in, guns, tasers, and batons drawn and ready.

"NO!"

Birkin was back on his feet.

"No...let her go. Show her the way out."

"Are you sure, sir?"

"Yes."

"Yes, sir."

All weapons reholstered.

They show her to the front door, leading out to a busy street in downtown Manhattan. The guards slipped back in the front door, slamming it shut behind her.

She begins walking.

After half a block, she gets woozy...the last thing in her sight is the pavement rushing up at her.

High up in the skyscraper, Wesker watches May hit the sidewalk. By now a crowd had gathered, several people calling 911.

"Well...this is how it's going to be, isn't it...Spider-Girl?"

He chuckles evilly to himself before returning to his desk.

Off in the distance, storm clouds gather.


	2. Chapter 2

SPIDER-GIRL

Chapter 2

Curse of a gift

May felt like floating in a sea of horrific nightmares. From feeling like being carried down a river of violent rapids, to getting shot at by an Army battalion. Mixed in with the horrific experiences were feelings of extreme hot, cold, pain, and discomfort. Not to mention a constant soft light shining on her throughout the ordeal. Through it all, she felt shackled, like a great weight holding her down; suffocating her.

When the doctor came to check on her, she was moving around in her sleep. To the point of her blanket getting tangled up in her legs. He tugged at the blanket, freeing it, so she could move around without hurting herself. With that out of the way, she appeared to calm down slightly.

The doctor stepped back, and made a slight adjustment on the IV. A clear, watery liquid moved through the line, into her veins.

The doctor returned to the waiting room, to meet with the Parkers. They were huddled nervously in one corner, hoping for a miracle. Or at least some good news.

"Mr and Mrs Parker?"

"Yes"?

"Doctor Norwrath."

"Nice to meet you." Peter lamely offers up as he shakes hands with the man.

"Let me be frank. In 25 years of practicing medicine, I've never seen anything like this. According to eyewitnesses, she collapsed on the sidewalk. when they brought her in, she had regained consciousness, but was in extreme pain. Her screaming alone was so intense, we had to put her under just to spare her the suffering. The battery of blood tests have come back negative or inconclusive. Her body's physical reactions seem to indicate that she's trying to fight off an infection of some kind, but we couldn't find anything. It's almost as if it's trying to reject itself. Unfortunately, that's all I know at this point."

"Why is she moving around like that?"

"She's in a very deep sleep. Might be the manifestations of dreams she's having. Also keep in mind that, physically speaking, she's still in great pain. I only made sure she couldn't feel it."

"I see. Any idea when we can take her home?"

"Hard to say. Unless something changes, I can't really say. Of course I will keep you updated frequently."

"Thank you, doctor."

"Do you have some good news for me, Dr. Birkin?"

"Maybe. My source tells me that she was admitted to Manhattan Presbyterian General Hospital. She's exhibiting a mild rejection of the serum, but that's to be expected. Right now, she's been rendered medically unconscious where, if past attempts are any indications, her DNA will bond with that of the spider's."

"Not quite what I was expecting to hear, doctor. How many times have I told you that past experiences cannot be used to predict the future?"

"I understand, Albert, but look on the bright side: my source also noted that she isn't mutating any further. Which is what we need. Another small sign that this may have been a success."

"Good. At this point, we should be grateful for any small silver lining. As soon as our little girl is mobile, I would like to...send her a message."

"What kind of message?"

Wesker pushes a button hidden under the lip of his desk. A small 7 inch tall hologram pops up depicting a hulking, silver beast with a man's face.

"That thing?!"

"Yes."

"He can't be controlled!"

"He doesn't have to be, doctor."

A certain recurring nightmare replayed itself over and over. A man in sunglasses stands framed by a door with bright, white light shining through. As May stands in awe, the man mutates into a massive, tentacled creature. With unmeasurable ferocity, it consumes her utterly, leaving only her screams echoing in the darkness.

"_WEEEEEEEEESKEEEEEERRRR!"_

She shouts. She wakes in bed, bolting straight up. Her heart monitor beep rapidly, then slowly settles back. Beads of sweat drip from her head. She looks around, breathing heavily. Her parents rush in.

"Oh my God! Sweetie!" Mary-Jane exclaims as she cradles her daughter. "Are you OK?!"

May gently pushes back, clearly looking angry. Her muscles visibly twitch excitedly.

"Wesker."

"What?" Peter says.

"Wesker...I'm gonna kill that son of a bitch."

That afternoon, May had been cleared to go home after her blood tests came back normal. The reasoning being that since they weren't able to detect anything, they couldn't hold her. Not that they could even try. Without waiting, May ripped out all her IV's, and promptly got dressed. When Norwrath came in, she was pacing briskly. Her first words being:

"Can I go now?!"

Not wanting a confrontation, he signed off on the release.

The ride home had been tense. May angrily stared out the window. Anything that was asked, was answered with monosyllabic words or sounds. Getting the point, her parents just stopped trying altogether.

At home, May sequestered herself in her bedroom. Locking the door, she stripped down to her underwear, examining herself in the full length mirror hanging from the back of the door. She noted that whatever was coursing through her bloodstream left her body more toned than before, even adding some muscle mass.

Certainly not on a body builder scale, but rather a little bulkier than she remembered. Throwing on an old faded t-shirt, and cotton pajama pants, she scooped a ruler off the desk.

She flicked it in the air, watching it turn end over end.

Something was wrong.

It seemed to take forever for it to follow through on its arc.

She was amazed at how the light played and bounced off its surface. She even had time to count all the measurement ticks running up the one side.

She spun on her heel, catching it behind her back.

She caught it precisely at the 1/8" mark.

Feeling proud of this accomplishment, she smiled widely.

"Where is she now, doctor?"

"She somehow overpowered the modified anesthetic pumped into her. In other words, she willed herself out of the coma. My source reports heightened aggression. Which means we were successful in that endeavor."

"Good."

"Yes. Anyway, she left with her parents, and is probably home by now."

"That's fine."

Wesker sat silently in his chair. His hands clasped together in front of his face. He just sat there unmoving, pondering.

"Wesker, if you unleash this monster, how will we know she will even respond to it?"

"We will have to drop it in a place where she will have no choice but to fight."

"Her home?"

"No."

"Where then?"

Wesker spun in his chair, looking out at the university.

The next morning, May awoke just seconds before the alarm. She mashed the off button just as it began to chirp. From laying on her back, she backflipped, landing on the wall above her bed, sticking to it. Smiling, she launched forward, landed on her hands, rolled through to standing up in front of her dresser.

She got dressed.

Grabbing her bookbag, she opened her window, and measured the distance to the ground. It was high enough that anyone hitting the ground would end up breaking their legs. At least.

She crawled out, hanging onto the sill with just her fingertips. She reached up to close the window behind her. She braced for the freefall...then let go!

She got in a couple good somersaults before landing in a crouch.

She panted for air, excited from the sheer adrenaline rush.

"_If only everyone could see me now...they thought they were jealous before? HA!"_

She thought to herself as she got in her car.

"Albert, I just received word that she arrived at the school."

"Time to unleash the beast then."

"This better work."

"If everything you have told me is true, then have a little faith."

Being jostled by the mass of students, May pondered why the main entrance was so small. Having only 2 doors into the school made a lot of people late, and arriving early wasn't an option since they kept the doors locked until the first classes started.

"Being late was tangible, but most professors made no exceptions to stragglers. Lost in thought, May didn't notice that everyone stopped walking. She bumped into the person in front of her.

"Hey. What's everyone looking at?"

She followed their gazes upwards. Hovering over the school, a big, black helicopter emblazoned only with the Umbrella logo. Tethered beneath it, a solid steel shipping container. Nice alliteration, huh?

"A message to all students: On orders of the Umbrella Corporation, please clear the area immediately! Those choosing to disobey will be at risk of bodily harm!" A voice boomed over the chopper's loudspeaker. With a sense of dread filtering through the air, the students moved back to the parking lots. Except for May.

She stood in stark defiance of the anonymous pilot and scary box. The familiar throbbed in the back of her head.

Suddenly, the tethers snapped! The box slammed into the ground with a thunderous BOOM! It smashed through the pavement of the patio, sticking awkwardly in the ground. The door on the container flipped down. Dust flew out, and May could hear heavy breathing. And grunting. Like a predator. She noticed that the helicopter still hung in the air.

At the last second, she dodged out of the way as the beast came hurtling towards her! She rolled to her feet to see it staring her down. She got nauseous at the sight of an ugly looking horn where the thing's nose should have been.

"A Rhino?!"

"What?! It is manly! Much more powerful than you! You look like a full-on mamby pamby baby girl!" The Rhino screamed in a thick, Austrian accent.

"Bring it!"

Rhino reared back and let out a mighty roar! It charged straight ahead!

"Whoa!"

May barely spun out of the way just in time, as she felt the wind from his horn rush past her face.

"That was close!"

She spun around just in time to see a chunk of cement flying her way! She barely vaulted over it as it went whizzing by. Landing on her feet, she sensed the Rhino sizing her up.

She was right.

The creature stared at her, eyes glowing red. It's ivory horn shining in the sun. It growled at her, clearly angry. It dropped into a ready stance, and May knew she only had a few seconds.

She feigned fear, backing up against the wall of the school.

Roaring again, it charged. May closed her eyes. Her reflexes kicking in. She sensed the multi-ton creature barrelling at her at a tremendous speed. Taking a deep breath, she held it in. In slow motion, she counted the thing's thunderous stomps.

With a shout, she jumped and spun gracefully in the air.

Rhino slammed face first into the wall, completely shattering it. Dust and debris flew everywhere. She alighted on the ground. In one smooth move, she pivoted, kicking the thing in the knee.

Her shin bounced off, and she screamed in pain! It was like kicking a boulder! She got back to her feet, trying to keep her weight off the leg.

Rhino finally pulled his head out of the wall. He turned around to face her. He was clearly out of it as he was rocking and reeling. She braced for another charge. Rhino took a step...and another...then collapsed.

May stood amazed at how little effort toppling the beast took.

In the helicopter, the pilot radioed HQ.

"Did you see that, sir?"

"Yes." Wesker said. "Return to base."

"Yes, sir."

The helo flew away, leaving a whirlwind in it's wake.

Wesker and Birkin watch a replay of the fight.

"Look. Lightning fast reflexes. Incredible instincts. Our girl has performed above and beyond even our most wildest expectations. Now you have the proof Spencer needs, right?"

"Not quite."

"Not quite?! What is that supposed to mean?!"

"Defeating a mindless brute is one thing, doctor. What our girl needs is another test."

He pushes the hidden button. Another hologram of yet another creature, with a long whipping tail, pops up. Wesker chuckles evilly to himself.

"No. It's too dangerous!"

"Have a little faith, William. She can handle it. She has no choice."


	3. Chapter 3

SPIDER-GIRL

Chapter 3:

"If you mess with Umbrella...you get the tail!"

"What do you think, doctor?"

Wesker ponders the frozen hologram on his desk. Similar to Rhino, this thing had bright, green skin, and a long whipping prehensile tail. His joints were were modified so he could walk upright, or on all 4's.

"Mac Gargan. Private eye that gone criminally insane after a grizzly murder. He was one of our first subjects for the Scorpion project. It ended up being a success. Except for the loss of what was left of his mind. I thought Rhino was feral...this guy's worse!"

"Where is The Rhino now?"

"Our team went and picked him up right outside the school. He's down in our labs being...well taken care of."

"Excellent."

"Thank you."

"What about the media? What have we fed them?"

"As far as the media goes, you have nothing to worry about. I sold them an airtight story."

Wesker leaned forward in his chair, resting his arms on the desk.

"Scorpion...the very first project Ozwall sponsored. I remember he was quite...pleased with the results. Just one question, doctor. After all these years, is he still combat effective?"

"Only one way to find out."

"Hm."

At home, all 3 members of the Parker family sit around the TV watching the local news broadcast. May has a brace on her leg, and a pair of crutches rest on the floor next to her.

"A horrific turns of events at a local university today. According to several eyewitness reports, a mentally disturbed extremist detonated a bomb outside the main entrance." May pulled her knees to her chest. She began to stew at the obviously doctored stock footage. "The evidence would suggest that the bomb, may have in fact been prematurely accidentally detonated. If this is true, then who knows how many people would have been killed, or how damage would have been done? On a related note, the Umbrella Corporation is donating $1.5 million to repair the damage. In other news-"

May snatched the remote, angrily mashing the power button.

"It's absolute bullshit!"

Her parents stare at her in shock at the sudden foul language.

"Oh?" Her mom prods. "What happened?"

May's taken aback. Would she dare reveal what happened?

"_Would anyone believe me? A giant rhino human thing attacked me, but was defeated because of my genetic mutations? Nah. Not I believe it!"_ She ponders to herself.

"Um...nothing. I'm gonna go lay down and take a nap. I can feel those pain pills coming on."

May scoops up her crutches and limps upstairs to her room. She shuts the door behind her. Getting comfortable on her bed, she powers on her laptop. Scanning through YourFaceSpace, she finds dozens and dozens, maybe even hundreds, of posts related to the alleged "bomb" plot. Pics of the so-called "explosion", the "terrorist" and an infinite number of those silly pics of text decrying the violence.

"How soon before our girl is back on her feet?"

"She'll be wearing the brace for a few days."

"Who is your source?"

"The Parkers' family doctor: Norwrath."

"Your contact."

"The very same."

"What about the other girl? The one Ms Parker was staying with?"

"I don't know. After her apartment was raided, we lost track of her."

"Hmm. Oh well. She is of no concern. Keep an ear out, doctor. If you hear anything, do not hesitate to follow up. There will be no one to stop us this time."

2 DAYS LATER.

May's leg had been completely healed in near record time. Owing to whatever it was she had been injected with, she had returned to top form at a rate her doctor couldn't even begin to comprehend.

Just yesterday, she had received a mysterious text message to be downtown at a certain intersection only a couple blocks from Central Park. She sat down at an outside table at a Starbucks, and waited.

And waited.

And waited.

A sensation of being watched crept up the back of her head from her shoulders. She didn't sense any danger...yet. A minute later, a small paper airplane landed in front of her. She darted her eyes around looking for the source.

Nothing.

No one. Except for the usual foot traffic. She carefully unfolded it.

"EMPIRE STATE BUILDING. OBSERVATION DECK. 1 HOUR."

She pockets the note, and heads off.

An hour later, she's up on the observation deck, too preoccupied to enjoy the view. Thoughts mostly consisting of who, what, where, when, why, and how swirled in her mind, driving her mad.

One thing that stood out to her most was that she was up there all by herself. No one else around.

Sounds of traffic, and millions of people going about their business wafted up from the streets, filling the air with an almost pleasant cacophony. That is until a gunshot rings out!

May peeks over the edge. Down on the ground, a man threatens a lone woman with a gun! All of NY's citizens scatter away from the scene.

Trusting to the fates, May leaped over the edge, entering freefall.

May's reflexes kicked in. She could count the cement blocks in the building's structure. Peeking in the windows, seeing the looks of horror looking back at her. She closes her eyes. She focuses on the wind rippling over her clothes. Her hair flowing out behind her.

She instinctively reached out. Grabbing a horizontal flag pole, she flipped around to slow her momentum. She swung into the lopsided man, sending him crashing into the building across the street.

May turns to see the woman ducking into an alley.

"Are you OK?!"

"Look!"

The screech of an older man erupted from the building. The wall melted in a wave of green liquid. The Scorpion leapt across cars, initiating a standoff with our hero

"Um...A scorpion?"

"Yeah yeah yeah! So much faster! Stronger! Better! Umbrella! Oooooohhhh yes! Yes! Yes !"

"What happened to you?"

"Murder! Blood! Guts! You ever see a body drawn and quartered?! I HAVE!"

Mac whipped his tail around!

May vaults out of the way just in time!

"AAAAAGH! You bug! Stand still!"

"Come over here and make me, you freak!"

"Brat! Ungrateful brat! Taste my justice!"

His tail comes up, spraying acid in all directions!

May vaults, flips, and somersaults in a circle around the creature.

"You can't run forever, girl!"

May came to a sudden stop, perched on top an abandoned taxi cab.

"Oh. I don't need to.

"What?! Ah!"

The pavement gave way sending the man plummeting to the sewers below. She jumped down after him. She found him trapped under a slab.

"You...you you you you..."

"Me me me. What about me?"

"Wesker...he's crazy about you! CRAZY! HAHAHAHAHA! Everyone called me crazy!"

May lef the thing to his ramblings. She picked a heavy piece of concrete. She turned it over and over in her hands.

Scorpion stared back at her, still rambling on and on. Alternating between crazed facts and annoying, high-pitched laughter.

She hefted the concrete. Bringing it up over her head.

picking u

"Whatcha gonna do?! WHATCHA GONNA DO WHEN SCORPION RUN WILD ON YOU?! HUH?! Bwahahahahaha!"

"Do me a favor."

"What?!"

"Send Wesker a message."

"A message? I ain't no flatfoot!"

"Too bad. You're going to anyway."

"OK ok ok ok ok. What is it?"

"You're finished."

She slammed the rock into the creature's temple, crushing his skull, ending his life.

"I'm not picking up any more life signs from the Scorpion creature, Wesker. I think she killed him."

"Our girl has turned into cold-blooded killer. This is...unexpected."

"Could be a result of the aggression enhancement I gave her."

Wesker gets out of the chair, and crosses the tall panes of black glass.

"You and I both know that is certainly not the case." Wesker takes a deep breath, and slowly releases it. "You are dismissed doctor."

"Fine."

Birkin leaves the cavernous like office.

"So...it would seem like you have grown more powerful than I could have anticipated. Time to see what you are really made of. Your final test is at hand. And you will NOT be ready."

Thus ends part 1 of Spider-Girl.


	4. Chapter 4

Spider-Girl

Part 2

Chapter 1

Wounds of The Spider's Bite

"Oh my God!" "She killed him!" "She's a murderer!" "A cold-blooded killer!"

A crowd gathered around the large sinkhole in the middle of the city.

May was standing in absolute shock. In her hands, the rock used to crush the Scorpion's skull. Her fingers trembling, the stone clattered to the ground, soaked in blood. She gasps for air, mortified that she took someone else's life. Sirens sound in the distance.

"Murderer!"

"No..."

"You killed him!"

"It was an accident!"

"I hope they put you away forever!"

"No! NO! NOOOOOOO!"

On the verge of tear, and insanity, she throws her hands in the air!

Instantly, a thin, web-like substance shoots out of her wrists, to the top of a nearby skyscraper. With a look of surprise, she gives it a tug, and it catapulted to the roof in the barest of seconds!

Down below, pictures and videos are taken just as Umbrella Security shows up. Huge, SWAT-like vans fill the square. Soldiers file out with guns drawn. Everyone in the intersection is arrested, some even violently. From the roof, May slams her fists onto the brickwork, shattering a few of the bricks. After the debacle, the vans, fully loaded with prisoners, drive away leaving the street empty. May stands up facing a construction crane a couple blocks over.

"Yippee-ki-yay!"

Her arm in perfect aim, she let go of another web. It stuck about the halfway point of the crane's arm. She gave it a slight tug, then found herself flying over the city at dizzying heights! From the new vantage point, she could overlook the entire expanse of Central Park.

Later that night, May walks towards home. Upon entering, she find her home completely dark. She flips the light switches on and off.

Nothing.

"Hello? Mom? Dad?"

Nothing.

Out of the dark shadows, a figure emerges.

"I can avoid being seen if I wish...but to disappear in front of a crowd of people as well as crack Umbrella forces...well, _that_ is a rare gift."

The girl's blue eyes flash in the dark.

"You need to learn how to keep a low profile. Umbrella may be erasing your existence from the internet, but that doesn't stop people from noticing you. You scare them. And they will hate you for it."

"Who are you? Your voice sounds familiar..."

"Good. Either way, this place is unsafe for you."

"Unsafe? Why?"

A flashlight clicks on. The beam moves over a wall. It stops on a horrifying sight.

May's eyes go wide, and she gasps in fright.

There.

Professionally stenciled.

The Umbrella Logo.

"If you want to live, come with me."

The figure shines the light on herself.

"Alaine!"

The girls embrace.

"I was so worried about you!"

"I know! The feeling is mutual!"

"Where have you been?"

"After Umbrella raided my apartment, I changed my appearance and took up residence somewhere across town. So far, I've been able to elude. But I know they're looking for me. I know they've been tracking you like mad."

"How do you know?"

"Um...the monster attacks? and ever notice how they always show up right when something bad happens to you?"

It suddenly dawns on May.

"I'm so stupid..."

"No you're not. It's not your fault."

"Where are my parents?"

"I'll take you to them. Come on."

They hop in her car, and make for the rich part of town. May notices that Alaine has dropped a few pounds, cut her hair short, and dyed it black.

"Your appearance hasn't changed THAT much..."

"I've never been one for disguises. Besides it works just fine."

They pull up to a towering white building.

"Manhattan heights?"

"Your parents picked it."

They ride the elevator up to the top floor.

Upon entering, may sees her mom, Mary-Jane, chatting away on a phone. She briefly looks up, smiles, and waves before returning to the conversation. Peter is surrounded by several expensive-looking, hi-tech computers, rapidly tapping away a the screens and keyboards.

"Hey, sweetheart."

"Dad, what's going on?"

"Oh, you'll see. Thank you, Alaine."

"No problem. Considering what Umbrella did, I'm more than happy to help.''

"Where did all this stuff come from?" May studies the equipment. She spots a few Umbrella logos.

"Equipment I...liberated from my time there. It's a little outdated, but it works. Apparently it's still hard-wired into their intranet."

"Wow."

"I know. Very rookie mistake. Looks like I can still access..." Peter trails off, mostly talking to himself. Alaine digs out her phone. A news alert pops up.

"Everyone, look!"

She flips the TV on.

"Breaking news in downtown Manhattan! A massive sinkhole has appeared! We now go live to Donnie Valhalla who is on scene. Donnie?"

"Thanks, Maryanne!"

As you can see behind me, a sinkhole has suddenly opened up in the ground sometime around noon. According to eyewitness reports, the hole appeared when local renovation crews demolished the wall on this building to make room for a new patio. Experts have gone on record to say that the concrete had been aging and festering away for sometime, but couldn't get the funding in time to replace it. Also, they reported that the sewers below were damaged as well."

"Donnie, was anybody hurt?"

"No, Maryanne. I spoke to emergency crews earlier who said that nobody was hurt at the time of the incident, which is lucky considering how busy this place at the time. They also said-"

"BULLSHIT!"

May powers off the remote, and violently chucks it across the room.

"He's lying! I was there!"

No one moves, and goes about their business.

"There was a massive scorpion creature, and I killed him! His acid spray caused that hole in the ground!"

Peter looks up.

"We know. Umbrella's intel light up like a Christmas tree during the fight. Apparently they were testing your skills in combat."

"Wait, if you have that kind of intel, release it to the media!"

"We can't."

"What?! Why?!"

Mary Jane hangs up the phone.

"Because Umbrella has a history of making people...disappear. All those people who were arrested today? They will never see the light of day again."

May stands aghast at this news.

"How much power does Umbrella have?"

"Apparently enough to black out media, make people disappear, and blanket the entire internet. And that's just the start..."

"What can we do?"

Mary-Jane, Peter, and Alaine stare back at her. The answer being glaringly obvious.

"No. No way in hell..."

"May we have no choice. Someone has to!"

"Not me! I can't!"

"If not you, then who? The government? Umbrella bought them out a long time ago. The military? Controlled by the government. The media? You saw where they stand. They're firmly in Umbrella's wallet."

"What about the Power Rangers?" May asks, turning to Alaine.

"I don't have my powers, and my parents aren't interested. I just asked."

"Why?"

"Maybe because they're in their 50's? My mom can't, she's too sick, and my dad can't; he wouldn't last long enough. Sorry, May."

May feels her breath being sucked from her body, realizing what she has to do.

"So, that's it then. I have to play hero?"

"No playing here. It's the real deal."

"What do I do? Break into Umbrella headquarters, then what?"

"Find those people. Free them."

"Well, OK, I guess. But I can't go looking like this."

"I got it covered, sweetie." Mary-Jane speaks up. "I have someone on the way over to take care of that."

"Great."

An hour later, the seamstress shows up, and sequesters herself and May away in the main bedroom. May stands in front of a full length mirror in her underwear, while the seamstress, Sierra Nordstrom, work a tape measurer, taking measurements.

"You're mom mentioned something about a costume party?"

"Something like that, yeah."

"Sounds like fun. When is it?"

"It's an exclusive event. Invitation only."

"Oh OK. You mentioned it had to be a 2-tone costume. Do you prefer red/blue, red/yellow/or, black/white?"

"Um...black/white sounds good."

"Great! Well, I'm all done with you for now. I can start right away."

"How soon until it's done?"

"I can have it done by tonite."

"Perfect."

May rejoins the others in the living room. She wears a simple silk robe and socks.

"Here, May." Peter motions for her to join him.

"Yeah?"

"Look-" A shimmering 3 dimensional building appears in mid-air. It slowly rotates around and around. "Umbrella Headquarters. From what I can gather, the prisoners are kept here-" He points to the basement area. It turns read and blinks on and off. "They're slated for execution for noon tomorrow."

"WHAT?!"

"Yeah. How they plan on covering it up, I have no idea. I don't think I want to know, quite frankly. Anyway, if you enter the building here-" He points to an emergency roof access "-you can use the elevator shafts to make your way down the building."

"Then what?"

"Make contact with the prisoners and I'll guide you out from there."

"Sounds risky."

"Better than what Umbrella's planning."

"Right. Thanks, dad."

"No problem."

Peter sits and goes back to work.

"Ms. Parker?" It was Sierra. "Your costume is ready."


	5. Chapter 5

Spider-Girl

Part 2

Chapter 2

Infiltration

Silhouetted against the night sky, May Parker stood on the roof of a certain skyscraper right across from Umbrella Headquarters. She had been impressed with Sierra's handiwork. The black and white suit fit her like a second skin, and yet still afforded her full range of motion. The 2 big white spider eyes in the mask adjusted for the darkness, allowing her to see in low light conditions, just as well as daylight.

Not that it mattered.

All the floors in the HQ were lit up. She could see people moving around, carrying on with their work. Which surprised her, since it was almost midnite.

The earpiece she brought buzzed silently.

"Yeah?"

"_On the roof."_ It was her dad. "_There's an unguarded roof access. Take it all the way down to the basement. I'll guide you from there."_

"Roger."

She swung in a wide arc from the roof to the side of the HG. She quickly scampered up it to the flat roof. Vaulting over the edge, she took note of the roof access, and helipad. And the over abundance of Umbrella Corp. logos. Logos everywhere. It sent a chill down her spine. From this vantage she point, she could see the entire expanse of Manhattan, as well as the neighborhoods on the other side of the water. She could even see her own house! A big silvery moon hung in the sky, and the air was balmy. In spite of her mission, all she could think about was how it would be nice to bring Alaine here and have lunch...

She quickly shook the thought from her head. Spotting the elevator access, she quickly jogged to it.

"Dad, it's locked. How am I supposed to get it?"

"_From what I can see, the door is original, and hasn't been changed since the building went up. You should be able to lift it right off it's hinges."_

"If you say so."

She took a hold of the door, on each side, the crouched slightly. With a heave, the door came right up. She tossed it aside, and it landed with a heavy thud. A small dust cloud kicked up. May looked down into shaft.

"Got it."

"_Great. This part of the shaft hasn't been used since the new elevators were put in. You won't have anything to worry about. The section, however, is going to be interesting."_

"How so?"

"_Just be aware of your surroundings. They never stop."_

May took a deep breath, and plunged in head first; feet together, arms stuck to her sides. For those fleeting seconds, this was actually fun!

She turned just in time, landing on a metallic surface that separates the shaft from the roof.

She pulls open an emergency hatch. She's greeted by another metallic surface. It immediately zooms away into the near infinite blackness.

It was an elevator.

She poked her head through the open hatch. An elevator in the next space came up to a full stop. She crawled over to it. She could hear people getting in and out. She stood upside down on the bottom of the box, hanging by her feet.

She closed her eyes and took a breath. The clunk of the breaks releasing.

Then it started to move.

Slowly at first.

Then much faster.

She lowered herself into a crouching position.

With a heave, she pushes off, using the momentum of the elevator to accelerate her rate of falling.

Suddenly, her spider-sense pinged!

She looked up, and saw a camera tracking her!

"Shit!"

"_What?_"

"Camera saw me."

"_Damn. Nothing to be done for it now. Stay focused. I'll let you know if they mobilize._"

"Thanks."

She slams into the bottom floor, leaving a sizable metal crater.

"I've arrived. What now?"

"_Look above you. There's a duct."_

"I see it."

"_Get inside. I'll guide you from there._"

"Any word on security?"

"_Not yet._"

"Alright."

Navigating her way through the maze-like miles and miles of ductwork, left her physically drained. Her spider sense felt wonky, and proved to be of no use. Along the way. Feeling tired, she rounded a corner. Out of nowhere, she heard a deep voice in her head.

"He let me pick. Did I tell you? Choose whichever child I wanted."

May taps at her bluetooth.

"Dad?"

"_Hmm?"_

"Did you hear something?"

"_No._"

"I did my research. Watched as you became the athlete I needed you to be. Unlike the others, you were strong, swift, and brave."

"You can't tell me you don't hear that!"

"_Sorry, sweetheart. I'm getting nothing on this end._"

"You have something they didn't. Something no one saw, except me. You know what it is? Luck."

She emerges in a huge room filled with generators, and other high-tech, expensive equipment. It all hums in synch, purifying the air in the expansive building.

"_Across from you, on the floor, is a grate. It leads to the holding cells. Follow it._"

"Got it."

She lowers herself to the floor. Upon landing, a loud voice, an almost roaring voice, echoes in her skull.

"Child of my enemy, why have you come? I offer no forgiveness...A father's sins...passed to his daughter."

May pauses at this voice. She briefly looks around, then makes her way to the grate. Years of neglect left it rusted to the cement floor. Filtering up from the bars, is the sound of humans milling around, and making conversation.

Taking a firm grip, she rips it right out of the floor, taking a ring of concrete with it. She casually tosses it aside, then jumps in.

She lands in dark, dank cell among a crush of people.

"Hello, there."

Everyone turns to look at this stranger in a black spider suit.

"Who are you?"

"_Thank fast, girl." _May thought to herself. "_No first names!"_

"I'm Spider-Girl, and I'm here to rescue you."

"You. All by yourself."

"Hey, some help is better than no help at all!"

Like a boss, she struts up to the cell door. A heavy, ancient door (by today's standards) it was locked with a heavy lock, and needed a key.

"I don't know how to pick locks. Any ideas?"

"_Oh man. You're all the way down in the original basement. No way that door is coming down."_

"You know, you had a plan for getting me in here, didn't you have a plan for getting me out?! Wait a second..."

She noticed that the hinges were completely rusted out, and the top one partially detached from the wall.

"I got an idea."

"_Alright. Let me know when you get that door down._"

She punched the hinge, and it completely disintegrated. As did the others. The door fell outwards, landing with a heavy, booming thud. Dust kicked up, creating a light dust cloud.

"Now what?"

"_Go left. Follow the hallway. Take the stairs upwards. There's a helipad with a troop transport helicopter."_

"Anyone here a pilot?!"

Several people raise their hands.

"Great! Let's move!"

She leads the large group to the helipad.

"_Security is mobilizing. Spec Ops are waiting for you at the helipad."_

"Please advise."

"_Don't initiate conflict. I'm working on something."_

"Got it."

She bursts through the door. Coming face to face with dozens of heavily armed, and armored, men. They level rifles at May, and the citizens.

"Everyone on the dance floor, darlings. We're about to dance with the devil!"

May cocks her head at the strange remark. She slowly raises her hands in the universal gesture of surrender. Her radio crackles to life, as does all the soldiers'.

"_This is Wesker. Stand down at once!"_

"But sir-!"

"_No 'buts' disco man. Let them go!"_

"Roger."

May turns to one of the pilots.

"Get to the cockpit and get it started. When it's loaded, take off."

"Got it."

The men lower their weapons, allowing the prisoners to pass through to the massive chopper. Everyone boards, except Spider-Girl. She stays behind to make sure no one is left behind. The self-proclaimed pilots fire up the chopper, and take off into the night.

"Gentlemen...it's been a pleasure!"

As she's about to swing away, she hears the roaring voice in her head.

"Come for me, Spider-Girl! Come meet your...DESTINY!"

May shakes her head, and catapults into the night.

"From what we can tell, a remote hack targeting our comms. That's how she was able to get away."

"It would seem she has acquired some help. Clever girl. I wonder...Hmmm..."

That "Hm" was the least articulate Birkin had ever seen Wesker. That could only mean one thing. Concern. Concern that maybe things weren't going as planned. Inwardly, Birkin smiled at this prospect.

"What do we do?"

"It is time to play our final card, doctor. Bring Spider-Girl back. Show her what we've done."

"Yes, sir."


	6. Chapter 6

Spider-Girl

Part 2

Chapter 3

Invasion!

...of boring...

May returned just after midnight. After a brief round of congratulations, Peter updated the group about how the helo landed safely at New York International. Given how many people there were, and how many went undocumented by the corporation, rounding them up again for whatever reason would prove to be impossible.

That night, a cold snap set in, a reminder how fall was coming. The girls decided that one would sleep on the couch, but since it was so chilly, that was out of the question. Especially since there were no extra blankets anyway. May hung up the black suit in the large curio in the corner, before slipping into a nightgown. She crawled underneath the blankets, wrapping them tightly around her.

In the low light, she could see Alaine staring at her.

"What?"

"You could've gotten yourself killed. Worse, you put all those people in danger!"

"This? Really? Look, I'm tired and -"

"Don't do it again!"

"Excuse me?"

"You heard me!"

"As if I have a choice!"

"You DO have a choice!"

"Oh, right, I forgot. I'm supposed to let a corrupt multi-national corporation run rampant? Sounds like a good idea! Where do I sign up?"

"No one's forcing you to do this."

"Except Umbrella's holding a gun to my head. You don't understand: I have responsibilities now!"

"To do what, exactly? Protect and serve? Preserve truth, justice, and the American way? For what? I guarantee you not one of those people you saved would thank you if they had the chance! Am I right?"

By now, May was leaning on the windowsill. The ambient moonlight flooded the room with a pale, blue color.

"What would you have me do, Alaine? Hmm?"

Alaine crosses the room, to stand in front of May. And in a tiny voice said

"Stay here with me."

May was shocked. Where had this come from?

"What?"

"I've lost everyone I have ever cared about. Even my parents weren't around when I was growing up. I don't even keep in touch with my friends. I'm just...afraid of losing you too."

"You won't."

"How do you know?"

"Because-"

"You don't." With a sigh, Alaine sits down on the bed. "One of these days, you're going to be forced to confront Umbrella head on. I can't help you. Your parents can't help you. You're going to be all alone. and there's a good chance you won't be coming back."

The next morning, May sat on a chair, looking out at the city's skyline. Ever since her home was raided, going to school, work, or even her after-school activities were out of the question. Sipping a cup of coffee, she pondered what Alaine had said last night.

She was smart enough to know that a final confrontation with Umbrella was coming. Inwardly, she hoped for later, rather than sooner. Out the window, she could see Umbrella HQ in the distance. In her mind's eye, she imagined Wesker looking back at her. Which is, of course, what he was doing.

"Any idea where our girl might be, Dr Birkin?"

"No sign of her since the raid. We tried following the trajectory of the path she took when leaving, but it was erratic; all over the place. Tracking her would have been impossible."

"No need to worry. In time she will return."

"Are you sure this is wise?"

"You and I have spent many years perfecting the SG-Virus. Now that we have a specimen to work with...let me just say that I will not give up so easily. Especially now that we are so close."

"What about Spencer? What does he know?"

"That dying, old man who is sealed up in his estate knows exactly what he needs to know. He knows everything is running smoothly, and coming along perfectly."

Around 10 a.m., Alaine sat down next to May. In hand, also a cup of coffee, and 2 chocolate donuts.

"Donuts. Breakfast of champions!" Alaine jested.

Smiling, May took one of the donuts, and began nibbling on it.

"There's something I need to talk to you about."

"What?"

"When you were off on your mission, your dad was looking through some of Umbrella's old files. I saw a name flash on the screen: Rose Parker. That mean anything to you?"

May's face dropped, and she froze, like she had been hit with a bolt of lightning.

This is Rose Parker.

"Rose was my big sister. She was coming home from a party with a bunch of friends when the car she was in suddenly careened off the road into the river. Everyone was killed instantly. But...her body was never found. I can't explain what happened."

"May, I'm sorry."

"It's OK. I never knew her, really. It happened before I was born."

"Wait...her body was never found?"

"Not as far as I know."

"Odd, considering they recovered everyone else's."

"What do you mean?"

Alaine stares back with a knowing look on her face.

"Alaine?"

"May..."

"Wha-...no! Don't even think it!"

"Come on, May, it's not a simple coincedince-"

"If you think Umbrella has anything to do with it-"

"Umbrella has everything to do with it! May...what if they took her?"

"You can stop worrying, Dr Birkin. It will not be long before my little girl comes back. If recent history is any indication, of course."

"Then what? Have her fight the original Spider-Girl? What if she gets herself killed? Spencer will shut you down!"

"Spencer will not be one to give up so easily. His goals are...lofty indeed..."

Wesker has a flashback to a private meeting between him and Spencer at Oswall's private mansion overlooking a nearby village somewhere in Spain. Spencer sits hunched over in a wheelchair. The frail, old man is hooked up to an oxygen tank, barely able to breathe.

"I am to become a god!" he rasps.

Wesker blinks and comes back to reality.

"Order the security forces to stand down if they see the Spider-Girl. She is not to be harmed before her fate is revealed."

"Understood."


	7. Chapter 7

Spider-Girl

Part 2

Chapter 4

It all comes down to this!

"As I've said before, this is a dangerous game you play, Wesker. In between the reckless attacks on the city, your obsession with this Spider-Girl, and the relentless cyber attacks- oh! That reminds me! Someone downloaded all the files relating to our genetic experiments!"

"Did they now? Were you able to trace it?"

"No! Whoever did it is running with sophisticated technology! Traces popped up all over the goddamn country!"

"Hmm..."

"What do you have to say for yourself?! This little scheme of yours?! It didn't work my friend! And now you have my crew going all over the city, block by block, looking for her hideout!"

"As if I needed your permission?"

Birkin fumed. Deep down, he knew that Wesker was right. As long as he was in charge of Umbrella, he could circumvent the chain of command and use any and all personnel to his liking.

"Certainly not...but this is a waste!"

Wesker, who was facing the windows, half turned his head, glaring at the good doctor form out the corner of his eye. Behind his thick sunglasses, his eyes glow a faint red.

"Your lack of faith disturbs me."

"What?! Everything I have done, I have done for you! I have been your most loyal employee!"

"True. And I am grateful. But as of late, your attitude has been...disappointing."

"How?!"

"Think. There is only 1 person who has access to the kind of equipment it would take to hack us."

The doctor thought for a second. His immediately blanched.

"Parker..."

"Exactly. The search is nothing more than a distraction. Feeling backed into a corner, he will bring her to us. He will be her downfall."

"Then what?"

"I will make her see reason. It would seem that she has no idea what Parker is hiding. I will use it to our advantage."

"Is it safe? What if she can't handle it?"

Wesker didn't respond.

In the middle of the night, Peter taps away at the futuristic work station he set up for himself. All across the multiple screens, terabytes of data scroll by faster than the mind can comprehend. He taps away at keyboards, trying to make sense of all of it.

So wrapped up in his work, he didn't notice a dark shape moving up on him.

Suffering from a chronic nightmare, in which she's stalked by a monstrous spider-like creature, May slips out of Alaine's arms, and shuffles to the living room. She finds her dad tapping at the keyboards.

She quietly steps up to him, and gently squeezes his shoulder. He jumps, nearly knocking over a cup of coffee.

"Sorry!"

"It's OK. What are you doing up?"

"Can't sleep."

Peter shuts down all but one of the monitors. He turns to face his daughter, who's wrapped in a robe.

"Bad dreams?"

"Yeah."

"Come on."

Peter gets up and moves to the kitchen. May sits in one of the tall chairs at the counter. Seconds later, Peter hands her a mug of coffee with the right amount of cream and sugar. He sits down across from her.

"Tell me."

"Well...I'm in this...huge room. Like a dungeon. And there's this...massive...human-spider...thing."

"Interesting."

"Horrifying is more like it."

"I can only imagine, sweetie."

"Dad?"

"Hmm?"

"Where's Rose?"

"Um...What do you mean?"

"The bodies of her friends were found...why not hers?"

"I don't know, M. I'm not a forensics expert."

"Did Umbrella take her?"

"Why-"

"Is that why they're so interested in me? Why they did this to me? I heard her voice, dad! Tell me the truth!"

"You really want to know?"

"Yes!"

"Fine. If you really need to know...the answers are in Umbrella's labs. Go. But don't expect any help from me."


	8. Chapter 8

SPIDER-GIRL

Part 2

Chapter 5

"I go out walkin' "

After a heated discussion, May Parker donned the black suit. She climbed to the roof of the building in which her, and her family, had been hiding. Down below, Umbrella vans were criss crossing the streets with their audio scanners, trying to pick up any hit of the fugitives. Worse, they were equipped with HD cameras that were able to see things about a mile out. Sensing a break in their usual patrol, she leapt to the roof of a neighboring building.

In full view of a giant, round moon, she basked in it's light. In this almost surreal moment, she remembered a song her mother had taught her when May was very young.

"I go out walkin'...after midnite.

Out in the moonlight.

Just like we used to do.

I'm always walkin'.

After midnite.

Searching for you..."

It was a favorite of her mother's. Apparently way back when. May walked along to the song's beat, feeling a nagging in the back of her head. Another voice. Something...warm. And strangely familiar. Something that would explain her fascination with the old tune.

It wasn't long before the Umbrella HQ popped up in the distance. Unfortunately, the old fire escape was sealed off. Completely welded shut. She had to find another way in. Found it!

As if some all seeing, all powerful force was watching over her, a garbage truck pulled up to a loading dock. She jumped, landing in the back of the truck. The truck blasted the horn twice, and a pair of metal door retracted, revealing a dimly lit work area.

The truck opened the door, waiting to receive its nightly load. May leaped out, sticking to the ceiling. She crept over to the room's only door, and waited for it to open. A few seconds later, it did. Out walked to Umbrella workers wearing dirty, orange jump suits. May caught the door before it shut, and slipped in. She paused briefly.

"Hey, scummy! You're late!"

"Eh, screw you, ok? Traffic was heavy!"

"Don't want your excuses. Boss ain't too happy."

"Whatever. Just get it loaded!"

May shakes her head, and quietly shuts the door behind her. She slips by a security camera to an elevator. It descends with a push of the 'basement" button.

At home, Peter stares at the monitors in almost disbelief. So far, May had done a good job at staying undetected. Deep down, he had to admit he was impressed. He felt Mary-Jane behind him.

"She went back."

"Yes."

"We both knew it wouldn't stay a secret forever."

"I know. I didn't want to her to find out this way."

"It would be better for her."

"If you say so."

Back in the underground labyrinth, May felt pulled towards the dungeons. Making her way through tight twists and turns, she heard that familiar, light gravelly voice in her head.

"Your final test is at hand, Spider-Girl. I hope you're ready."

"More than ready, Wesker." She said to herself, unsure if he could hear her or not.

She pulled a heavy, vitrified door open, and was hit with the stench of rotting flesh. After a coughing fit, she entered. She nearly vomited at the sight of pile of bones massed in a corner. And everywhere, EVERYWHERE, webbing! Thicker than cotton. Several inches thick on all the walls. To May it looked like she had walked into a funnel spider's web. Only way bigger.

At the other end of the chamber, a hulking hairy beast, chowing down at what appeared to a member of Umbrella's SWAT team.

"I'm telling you, Wesker, she isn't ready!"

"Be that as it may, this is a perfect opportunity. If she wins, then we were right, and Spencer will have his assassin."

"What if she gets herself killed? He'll shut you down."

"I am well aware of the consequences of failure, William. I do not need you to remind me."

"This is it then. The final battle of the ages. Spider-Girl, vs Girl-Spider."

"Spare me your euphemisms, doctor. Please."

"Soooo...you're what Umbrella has sent me this time?" The beast's voice sounded like growling, and other low, guttural noises. To May, though, it made sense. "After the Scorpion, Rhino, and Octopus, you think they would learn their lesson. Now, another pathetic spider? Oh, please."

The creature was obviously human at one point. But looked like she had been injected with tarantula DNA. Seeing her fangs twitch back and forth made May uneasy. Looked like those blades were dripping with poison.

"Of course, now you've come to kill me, right? Just like the rest of them. Let me tell you something. All those bodies, were elite forces. And all those creatures couldn't do it. They even pumped this chamber full of neurotoxin for days on end. And I'm still here. Whatever it is you think you're going to accomplish, forget it! Why are you even here?"

"I'm looking for my sister."

"Hahaha! It's a fool's errand!"

"Tell me where she is!"

"You want information? You'll have to beat me first."

May quickly sized up the beast. Bigger, stronger. More powerful in every way, except one. Agility. May knew she had to rely on her speed and reflexes to outwit the thing.

So far, it was working. May quickly dodged all the creatures blows, keeping it off balance. Except for one fatal flaw. One of the creature's claws swiped at May's face, cutting her, and shredding her mask. Stunned, May lay on the floor, breathing hard. The girl-spider stood over her in apparent shock.

"Oh god..."

"What?"

"No...NNNNOOOO! How did they get to you?!"

"What are you talking about?"

"May...little May?"

"You know me?"

"May...it's me!"

May got back up. Dizzy, and confused, she shrugged her shoulders. The cuts in her face had healed.

"It's me, Rose! I'm your sister!"


	9. Chapter 9

SPIDER-GIRL

Part 2

Chapter 6

"Destiny. And fate."

"No...no! That's impossible!"

"It is true! How did they even get to you?!"

"I was kidnapped!"

"So it happened to you to..."

"What? What do you mean?"

"Our father. That's what happened."

"I don't understand."

The hulking spider creature started to pace back and forth. Her hairs all over her body bristling with a rage just beneath the surface.

"I died in the crash all those years ago. Is that what he told you? An opportunity to sell me out..."

"Why, though? It makes no sense!"

"To bring order and justice to this sick planet...all for Umbrella's sake."

"Umbrella...?"

"Wesker needed a few good test subjects for his experiments. I was lucky enough to be picked. They kept me down here...using me as a test for the other, more fortunate ones."

May flashed back to the Rhino, and Scorpion.

"Oh, my God...I killed them..."

"What?"

"Um..the-the-the Rhino, and um...Scorpion? I killed them!"

"Hm. The you are everything I was supposed to be. I could barely handle the Octopus. Talk about a real bastard. But the other two-" Rose stops and looks up. "You!"

"What?"

"That's why. That's why you were brought here."

"Why?"

"To kill me. I'm a failed test subject. Now...do what you came here to do."

"I came here to find you!"

"Mission accomplished. Now finish the job!"

"I won't!"

"Then what would you have us do, dear sister?"

"We're going to find a way out of here!"

"Good for you! But know that the door are only big enough for you. The walls are solid concrete."

May thought for a second. Suddenly, it dawned on her.

"Is there a drain?"

"What do you mean?"

"Every chamber I've been to has a drain in the floor somewhere. Does this room have one?"

"Yeah, sure. Here."

Rose tore away a thick web covering the drain. There it sat, completely rusted out. May punched it, turning it into dust.

"But as you can see, I won't be able to fit through it."

"You won't have to. There's a sewer down there. Can you tear through the floor?"

"I'll give it a try..."

After a few minutes, Rose's claws were bloody and beaten. A hole big enough had been punched through.

"We gotta move."

May jumped in. Rose right after her. They both landed with a splash in the shallow water.

"Argh. I can't see a thing down here, May!"

"It's OK, Rose. I know where I'm going. Follow me."

"What an incredible scent you discovered..."

Birkin burst into Wesker's office, completely flustered. His face flushed, sweat dripping.

"They've escaped!"

"Who?"

"The Spider Girls! They're gone!"

Wesker spins around in his chair. He immediately pulls up footage of the web chamber. it's empty. Wesker growls inwardly. His eyes glowing red behind his thick sunglasses.

"This was not part of the plan..."

"I warned you! I told you this would happen! Now look what-"

In a second, Wesker has Birkin's neck in a death grip.

"E-NOUGH! Your insolence will no longer be tolerated! Do you think I don't know what I'm doing?!"

Birkin struggled uselessly in the iron grip, his face turning bright red.

"Soon enough, I will bring them back under my control."

"H-...How?"

"I have the ultimate bargaining chip in my possession! As for you...I don't need you anymore!"

"What!?"

Without blinking, Wesker flung Birkin across the room. he crashed through the window, tumbling to the pavement.

Wrenching the door off the sewer exit, the two girls faced a maze. Up above, an alarm went off.

"What's that?"

"Prisoner transfer. May, we need to hurry!"

"This one!"

May pushed a manhole cover up, and over, revealing an alley way right outside Umbrella HQ. May shot a web up to the next building. Rose, right behind her. The swung across the skyline until they were a safe distance from the HQ. May was about to continue, when she noticed Rose staring at the moon. In the inky darkness of her multiple eyes, the pale, white sphere was reflected perfectly.

"What is it?"

"I haven't seen a full moon in almost 2 decades...I had forgotten what it even looked like..."

May pulled off her shredded mask. She started to sing a familiar tune...

" 'I go walkin' after midnight...out in the moon light...just like we used to do...' "

"I used to sing that to you after you were born. I'm surprised you remembered."

"It was quite an impression you made, sis. For what it's worth...I'm glad you're back."

"It's good to be back. Every day, I wondered what was happening to you. I prayed that what happened to me wouldn't happen to you. I'm sorry."

"It's not your fault. I just wish I was there to protect you."

"It is what it is. All that matters is right now."

"Yes...you're right. Take me home."

"This way."

Arriving back at the hide away, May stopped at a horrific sight. On the rooftop maintenance entry way, an Umbrella logo was emblazoned. May ran her fingers over it, a sense of dread swelling in her chest.

"Oh no..."

"May? What is it?"

"Oh, shit! Stay here!"

"May!"

Too late. May sprinted inside, down the stairs. She arrived in the suite. Everything was in disarray. Like a tornado had been through there.

"Mom! Dad! Alaine! SOMEBODY?!"

Going from room to room, she couldn't find a sign of her family. It was obvious what had happened. She sulked back to the roof, with a new mask she had found in a hidden dresser drawer the seamstress left behind.

"May, did you find anything?"

"They're gone...Umbrella must have come after I left to find you. I wasn't there...it was the perfect time to strike...Oh God..."

"May, this isn't your fault!"

"This would have happened if I was still here!"

"And you wouldn't have been there to set me free."

"What if they're dead! What would I have accomplished?!"

"Calm down. Think. Wesker is desperate. He lost his two top prizes: us. He took them as a last, desperate attempt to gain our loyalty."

"How do you know?"

"Logic. And spending 20 years locked up with them teaches you a few things. And I heard things that they didn't think I would."

"Like what?"

"Well, for instance, I heard Birken's body smack the sidewalk when we left."

"He's dead?!"

"Yes. Which means that Wesker is now in total control."

May thought this over for a bit.

"Rose."

"Hm?"

"Let's go get our parents back."


	10. Chapter 10

SPIDER-GIRL

Part 2

Chapter 6

"Destiny. And fate...again"

"What's the plan, May?"

"Let's not stand on ceremony here. We go in through the front door."

"Are you serious?"

"Yes."

"It's a good way to get us killed. And I would think we're more useful to our parents alive."

"Either way, we'll be swarmed by security SWAT forces the second we show our faces. And if Wesker wants our parents dead, he would have done it a long time ago. Besides, all this sneaking around is getting boring anyway."

May Parker, without her costume, strides through the metal detector of the main entrance. It goes off, indicating high alert. An overweight security guard approached with a wand.

"Please discard anything metallic, and lay it on the belt."

"How about I don't."

She open palm punches him square in the chest. She feels his sternum disintegrate under the immense blow. He flies back several feet, landing on his back. Another guard springs up, but is pinned to the wall by a barrage of webbing. She blasts him in the eyes, obscuring his vision.

In a flurry, she throws off her outer clothes, revealing her costume. She pulls on the mask. Behind her, Rose's heavy, thudding footsteps echo in the ornate lobby.

"Didn't know you had it in you, little sis."

"Yeah, well, being a product of Umbrella? Makes you dead to certain feelings."

"Believe me, I know."

They approach the main elevator. None of the buttons work.

"They shut down the elevator."

"Allow me."

Rose jams her massive claws in the elevator doors. She rips them apart, and shrapnel flies everywhere. May peeks in, not seeing the elevator.

"Where is it?"

"I think that if they 'em down, they automatically return to the bays just underneath the roof."

"Good enough for me. Let's move."

May shoots a line straight up. In the ascending darkness, it sticks to something in the distance. With a tug, she shoots straight up.

"Show off."

Rose quickly follows suit.

"It seems your daughter is quite resourceful. She could have had a long career here with me."

Wesker leers down at the Parker couple bound at his feet. Forced into a kneeling position, they fruitlessly struggle against the ties that bind them.

All of a sudden, the office doors blow open! The 2 Spider Girls run in.

"It's over, Wesker!"

"There's no one left to help you now!"

"I don't _need_ anyone else! I think the odds are fair already. 2...on 1? Time to finish this."

Rose rushes in. But her size and bulk makes her way to slow for Wesker's blinding speed. He, literally, seemingly teleports through the air, delivering throws, sweeping kicks, and body blows. He picks one of Rose's legs, then tosses her violently into a bookcase. It explodes violently in a shower of books, and splinters.

"NO!"

May runs in, only to get her throat caught in Wesker's iron grip. With a yell, he chokeslams her through his huge oak desk. He picks her up again, and holds her out in front of him.

"Time to finish this!"

He pulls a knife from a hidden pocket in his long coat. Just as he rears back, he's blindsided by Rose, who shook off the daze from being thrown. They roll around on the floor, dangerously close to the windows. The same window Birkin went tumbling out of.

Wesker gets back to his feet, visibly shaken.

"Things are getting real interesting now, aren't they, Rose?"

"What do you mean?!"

"Look around you. This...is just one big, happy family reunion."

May staggers over to her sister.

"Explain!"

"Come now, May Parker. Take that mask off."

May carefully removes the mask. She shakes out her short blonde hair.

"Consider the following very carefully, May. What color is your hair?"

"Blonde."

"Which parent does that come from?"

May glanced at her parents. Mary-Jane's shock of red hair, and Peter's dark brown color made for an interesting contrast. But she already knew this. It had been explained to her that blonde hair skips a generation. Although pictures of her grandparents, and even great grandparents proved otherwise...

"And you're blue eyes? Surely not from either of your parents either."

May shook her head.

"What does this have to do with anything?"

"Look around you, May. Who is the only one here with those traits?"

Wesker reached up and slicked back his overly gelled blonde hair. He then crossed his arms in front of his chest. May noticed Peter struggling even more in his bonds. Her eyes went wide as a certain truth wiggled into her mind.

"Let's not forget your amazing athletic prowess. Certainly something that you didn't inherit from them."

"No...No! You're a liar!"

Peter loosened the tie around his mouth.

"Don't listen to him! He's lying! He-"

Wesker slapped him to the floor, knocking him out.

"It seems your parents haven't told you the truth."

"I don't think I want to hear this."

"You have no choice. Let me set the stage. 20 years ago, Peter was my top scientist. He found a way to bond measly human DNA with that of different animals and creatures. Safe to say we had a falling out over how this research could be used. He wanted out. I refused. He made a deal. His first born daughter in exchange for his life-time contract. Unfortunately, he had change of heart. He took his family into hiding. It didn't work. I staged that car accident!"

Rose's hair bristled at the thought that the wreck that killed her friends, and almost killed her, was faked.

"Mr. Parker had crossed the line. He violated our agreement. I took Rose, and used her as I intended. But as you well know, I am a man of my word. With the violation, I need compensation."

"What was it?" May felt sick at the thought.

"One night with his wife!"

Mary Jane hung her head in shame. May nearly doubled over in nausea.

"No one could have predicted the pregnancy. Of course, they did what they could to assure it was Peter's child. After all, I always had my eyes on you."

"What are you saying?"

"May Parker. You are the heir to the entire Umbrella empire."


	11. Chapter 11

SPIDER-GIRL

Part 2

Chapter 7

"The Wesker children"

"You're a liar! You're a cheat! You're a scam! You are a no good rotten SON OF A _BITCH_!" May spat at Wesker. He just stood there unmoved.

"Search your feelings, child, you know it is true. It is the only explanation that makes sense."

"Don't listen to him, May." Rose jumped in. "This guy's lost it!"

Albert unties Peter and Mary Jane. They rush to rejoin the girls.

May steps up and puts on her mask.

"Rose?"

"Yeah?"

"Get them out of here."

"What?"

"Take them home. I'll be along shortly.

Wesker smirks.

"What are you talking about?"

"I'm going to finish this fight."

"You can't take him alone!"

"I can sure as hell try. Besides, they need you."

Rose nods. She pulls her parents away from the impending brawl about to erupt.

"Wait." Wesker puts his hand up. "I have something for the both of you."

He goes to a bookshelf. He pulls on a book, and small drawer slides out. He removes a tiny metal briefcase and holds it up. A lock releases, revealing a needle filled with a clear liquid.

"And that would be...what?" May asks.

"The antidote."

"To what?"

"Your mutation. With this, you would return to a normal life. Isn't that you have always wanted?"

Rose approaches and is transfixed.

"Even you, dear Rose, would be healed of your...deformities."

"Really?"

"What are your terms, Wesker? Surely, this isn't free."

"How wise of you. My terms are simply this: whoever accepts this, comes home with me."

Rose reached for the needle first.

"For 20 years, I have been waiting for this..."

It was within grasp...until May slapped her claw away!

"What?!"

"What are you thinking?!"

"Stay out of it, May!"

"Come on! You want to become Wesker's pawn? That could kill you for all you know!"

"I'll take that chance!"

"Why?"

"Look at me! I've been this way for 20 years! I'm tired of it!"

"You become human...in exchange for losing your soul?!"

"Damn right I would. I would marry the devil himself!"

"That's what you would be doing!"

"So be it."

"I'm sorry, Rose. I guess I expected more my big sister."

"You're expectations were way too damn high then."

She takes the needle. She turns around to face her family. May shaking her head in disgust. Her parents looking horrified. Mary Jane clings nervously to Peter. Rose preps the needle, aiming for her own neck.

May shakes her head at Rose, begging her not to do it.

Behind her, Wesker chuckles in satisfaction.

Looking up, Rose pivots, jamming the needle into Wesker's own neck! The plunger goes all the in, injecting the liquid into his veins. He screams in pain, and falls to his knees.

"If someone is injected with the antidote without being genetically modified, it acts like a poison. It won't kill him, but it'll give you an edge." Rose gathers up Peter and Mary-Jane, and prepares to make an exit.

"Make sure their safe."

"I will. Good luck." Rose swings away into the night, leaving Mae and Wesker alone.

After thrashing around on the floor, Wesker brings himself up to a kneeling position.

"It's over, Wesker! There's no one to help you now!"

"I don't need anyone else!" He slowly takes off his sunglasses, then promptly smashes them into the floor! "I have...the T-Virus!"

"T-Virus?"

Wesker rushes her! With no time to dodge, he punches her right in the chest, sending her into a wall.

"A new genesis was at hand...and I was to be its creator!"

"I think you've lost it!"

May rushes back to the battle. The poison intended to slow him down, just made him more angrier and violent. He warped in and out of thin air, dodging all her attacks. In a slight mistake, he caught her in a headlock.

"Please. Try harder."

He slams her into the ground. She springs back to her feet, just in time to catch of flurry of light punches, kicks, and swipes. He teleports all around her, delivering the volley. He scoops her up, and they go sailing into the air.

"Submit!"

"I don't think so!"

She kicks free, and wraps him up in webbing.

"Back to you!"

He rips his arms free, and flings her towards the open window. She goes sailing through it, and disappears from view. He goes to the window and looks around.

"That's impossible."

Out of nowhere, webbing shoots up, and drags him out the window! He begins plummeting several thousand feet to the ground.

"This...can't be!"

He smacks the ground, leaving a crater.

And doesn't move.

With her costume in tatters, Mae crawls back into the window, breathing heavily. She peers out at the falling rain, booming thunder, and flashing lightning.


	12. Chapter 12

SPIDER-GIRL

Part 2

Chapter 8

The following day, the news had been wall-to-wall coverage of the apparent Wesker assassination. In the aftermath, Umbrella's stock had plummeted, and the remaining filed for bankruptcy. The company was finished. Whatever was left, was liquidated. Reportedly, Ozwall Spencer went into hiding; seeking asylum in Russia, where he couldn't be reached for comment.

Even though the police didn't have a suspect, they did release a single blurry photograph of a woman in a black spider costume. And a few survivors from the jail break did come forward to offer up what little information they had. Deciding it to be best, the Parkers packed up what was left of their belongings, and rented a moving van. Not wanting to take a chance, Alaine made plans to move back to Angel Grove. In the morning of their respective moves, they two girls decided to say good bye.

"I can't believe your parents decided to move back to Raccoon City. It makes no sense."

"It would be the one place they would never think to look for me. Don't think for one second that I'm safe no matter where I am."

"You would be safe in Angel Grove. We could protect you-"

"It's too risky. For both of us."

"Will I ever see you again?"

"If the world needs saving, I'll give you a call."

"Good enough for me."

The girls give each other one final hug.

"Good luck, Spider-Girl."

"Same to you, Ranger."

Alaine gets in the waiting taxi cab. May watches with tears in her eyes as it disappears down the road, and around the corner to the airport.

A week later, just having got settled into the new house on the outskirts of Raccoon City, May went out for a web slinging trip around the skyline. She scurried to the top of a building called the "Strong Tower", and looked up at the big, bright, full moon hanging in the sky. She thought of Alaine, and wondered if she could see the moon too.

She thought of Rose, and how Peter was already synthesizing a cure for her grotesque mutation. She thought of Alaine's quick thinking in hiding behind the giant wardrobe when Peter heard that Umbrella was coming to raid the suite.

She thought of how her life had been radically changed in the last few months. How what Wesker Intended for evil she would now use for the betterment of mankind. She had thrilled at the idea of possibly teaming up with Alaine for the fight of the century. But, until then, she was May Parker. Hero. Criminal. Star Athlete. Assassin. Gifted. Mutation. Gift. Experiment. Lover. Fighter. Devil. Angel.

Fugitive.

Down below, she could hear sirens, and bullets, going off. A stolen Ferrari was tearing through the streets, shooting at the cops chasing it. She stood up, on the edge of the roof.

"A Spider Girl's work is never done..."

She flung herself off, in hot pursuit.

END.


End file.
